Nel ASA

M&A Activity • Feb 28, 2024

Nel ASA: Exploring a spin-off and separate listing of the Fueling division

Nel ASA: Exploring a spin-off and separate listing of the Fueling division

(February 28, 2024 - Oslo, Norway) Nel ASA (Nel, OSE:NEL) has initiated a

process to explore and prepare for a potential spin-off and separate listing of

its Fueling division with the intention to create two independent pure-play

companies aiming to become market leaders in their respective fields.

"We have seen limited synergies between the Fueling and Electrolyser divisions

and believe each business will be better positioned to become market leaders in

their respective fields by operating independently," says Nel's CEO, Håkon

Volldal.

One year ago, when Nel presented its fourth quarter 2022 report, the company

stated it was considering strategic actions for its Fueling division. Nel is now

exploring spinning off the Fueling division as a dividend-in-kind to all

existing Nel ASA shareholders and applying for listing of the shares in the

separate fueling company on an OSE regulated market during 2024.

This will create two streamlined and focused companies that can pursue their

individual strategic agendas. Nel will ensure that the independent fueling

company will have a sufficient liquidity runway at the time of listing.

"The underlying market drivers for electrolysers and hydrogen fueling stations

remain strong. We believe that two independent and focused companies represent

the structure that maximizes the likelihood of success for each business and

therefore long-term shareholder value," Volldal says.

The decision to spin off and separately list the Fueling division has not yet

been concluded and no assurances can currently be given that it will be

completed. If completed, the shares of Nel (comprising its Electrolyser

division) will remain listed on the OSE under the ticker "NEL".

Carnegie AS has been engaged as financial advisor to assist Nel in this process,

and

Wikborg Rein Advokatfirma AS is acting as Nel's legal counsel.

ENDS

For additional information, please contact:

Kjell Christian Bjørnsen, CFO, +47 917 02?097

Wilhelm Flinder, Head of Investor Relations, +47 936 11 350

Lars Nermoen, Head of Communications, +47 902 40 153

About Nel ASA | www.nelhydrogen.com

Nel has a history tracing back to 1927 and is today a leading pure play hydrogen

technology company with a global presence. The company specializes in

electrolyser technology for production of renewable hydrogen, and hydrogen

fueling equipment for road-going vehicles. Nel's product offerings are key

enablers for a green hydrogen economy, making it possible to decarbonize various

industries such as transportation, refining, steel, and ammonia.

This information is subject to a duty of disclosure pursuant to Section 5-12 of

the Norwegian Securities Trading Act. This information was issued as inside

information pursuant to the EU Market Abuse Regulation, and was published by

Wilhelm Finder, Head of Investor Relations, at NEL ASA on the date and time

provided.

Forward-looking statements: This announcement contains certain forward-looking

statements. By their nature, forward-looking statements involve risk and

uncertainty because they reflect the company's current expectations and

assumptions as to future events and circumstances that may not prove accurate. A

number of material factors could cause actual results and developments to differ

materially from those expressed or implied by these forward-looking statements.